Start your AG with firma.de

Pros

• easy transfer of shares
• continuance of the company does not depend on specific shareholders
• financial independence from credit institutions (stock market launch, short-term capital increase)
• corporate form enjoys a good reputation
• enduring influence thanks to share ownership
• management is not subject to directives by the shareholders
• task division between supervisory board and management

Cons

• formation requires more financial and planning efforts
• increased organizational effort due to three-part division of corporate management
• shareholders influence management decisions only marginally

The AG is liable only with its capital stock, which is divided into shares. These shares can be sold easily without bureacratic effort and without publishing the buyer’s name.

The AG consists of three components: the executive board (Vorstand), the supervisory board (Aufsichtsrat) and the annual general meeting (Hauptversammlung).

The executive board is responsible for the management of the company and ensures the pursuit of the corporate purpose as specified in the articles of association. To reach this objective the executive board is responsible for executing all entrepreneurial measures including decisions concerning staff, finances and corporate strategy. The executive board represents the company internally (e.g. staff negotiations) and externally (e.g. negotiations with clients, partners, providers etc.). All board members are authorized by the supervisory board and are exempt from social insurance contributions.

At the annual general meeting the shareholders have the opportunity to make use of their rights as partners of the company. In the stockholders' meeting the supervisory board is chosen and the statutes of the company can be changed.

The supervisory board's task is to control the AG. It authorises and supervises the executive board ensuring that all deeds are done correctly. Furthermore, the supervisory board represents the company before the executive board.

In order to form an AG you need a capital of at least € 50,000. Please note that the liability of the company is limited to the respective shares and the capital contribution.

Shares can be transferred very easily to new shareholders. Unlike the transformation procedure which is necessary in other corporate forms, no notary is required to authenticate the transformation of the AG’s shares. This simplification saves both notarial costs and precious time. That’s why the AG is a very popular corporate form, especially with creditors (e.g. business angels, private equity groups etc.), because shares of the AG can be bought and sold easily when they have risen in value — without bureaucratic obstacles.

There are different types of shares. These are the most common ones:

Shares with a par value
This share has a nominal value expressed in a specific amount of money.

Shares without a par value
This share has no nominal value. Its value can be calculated by dividing the capital by the number of the alloted shares.

Nominal shares
This kind of share is owned by the person mentioned on the share itself, not necessarily the owner of the document.

Transferable shares
The rights for this share belong to the person owning the share. This share is easily transferable because the process requires no specific formalities.

Employed executive board members who don’t own company shares are freed from the payment of social security contribution, e.g.pension and unemployment insurance. The AG thus saves the employer's contribution and the executive board can invest the saved amount in a private hedge.

The management of the AG is executed by the executive board/management board. The executive board has to act in compliance with the articles of association. It is controlled and appointed by the supervisory board.

After a series of simplifications in the Stock Corporation Act, the so-called ‘small AG' has been established as an attractive alternative to the regular limited liability company GmbH. Besides other bureaucratic simplifications, sole shareholders can now found an AG as well.

Simplifications in the Stock Corporation Act

• Formation of a one-person AG is possible
• Shareholders' meeting may be announced by sending a registered letter (only if the shareholders' names are known)
• If all shareholders are present at the shareholders' meeting, decisions can be made without adhering to deadlines and formal requirements of the stock corporation law.
• No more obligation to record the formation auditor’s report at the Chamber of Industry and Commerce (IHK).

When you consider the total taxation of a German stock company, you have to dinstiguish taxes to be paid by the company and taxes to be paid by the shareholders.
Tax types that can be incurred by an AG:

• corporate tax
• trade income tax
• solidarity surcharge
• value added tax
• capital gains tax
• corporate income tax

Investors who are interested in buying shares of a specific AG need to have access to the company’s relevant financial information. That is why AGs have to publish their annual statement and other documents for public record at the electronic Bundesanzeiger.

You need at least one founder to set up an AG. In this case they need to hold all the shares themselves. Further you need notarized statutes and an entry in the commercial register. Prior to registration, the shareholders are fully liable with their private assets.

Similar to any other corporate form your AG needs an official company name. The chosen name should make the purpose of your enterprise clear and include the suffix AG or Aktiengesellschaft, e.g. "Trudy Transport AG".

Third parties must be able to identify your AG and to distinguish it from other companies. The name mustn’t contain misleading content.

Ultimately, the district court decides whether your name contains misleading content or not.

Yes. Shares issued and bought by the same company are called treasury shares. Until a few years ago this purchase was prohibited but is permissable now under certain circumstances.